Standing order of the executive board of the Foundation for Internet Domain Registration in the Netherlands ('SIDN')

Versione: 20 December 2023

1. General

1.1.

These standing orders ('Standing Orders') apply to the Executive Board of the Foundation for Internet Domain Registration in the Netherlands, a foundation under Dutch law whose registered office is in the Municipality of Arnhem, at Meander 501, 6825MD Arnhem, and which is registered with the Chamber of Commerce under Trade Register number 41215724 (the 'Foundation').

1.2.

The Foundation has an executive board ('Executive Board'), consisting of at least two and no more than three members ('Executive Board members' and individually an 'Executive Board member'). At the time of the adoption of these Standing Orders, the Executive Board had two members.

1.3.

If the Executive Board has more than one member, the Supervisory Board of the Foundation ('Supervisory Board') shall appoint one member of the Executive Board as Chair of the Executive Board.

1.4.

The powers and responsibilities of the Executive Board members, and the limits of those powers, are defined both by law and in the Constitution of the Foundation (the 'Constitution'). Supplementary arrangements contained in these Standing Orders or otherwise formalised shall be equally binding insofar as they are not inconsistent with the law or with the Constitution.

1.5.

These Standing Orders, in their current and any adopted future form, are integral to each Executive Board member's contract of employment or commission.

2. Duties of the Executive Board

2.1. The Executive Board shall be responsible for the management of the Foundation. In the performance of its role, the Executive Board shall act in the interests of the Foundation, while taking account of the relevant interests of the Foundation's stakeholders.

2.2.

The Executive Board's responsibilities shall include: a) the realisation of the Foundation's objectives; b) the strategy, the policies and the consequent results; c) the financial reporting process; and d) compliance with all applicable legislation and regulations.

2.3.

The Executive Board shall promptly provide the Supervisory Board with all the information required by the latter for the proper performance of its duties.

2.4.

At least once a year, the Executive Board shall provide the Supervisory Board with a written report outlining the strategic policies of the Foundation, the general and financial risks facing it, and the management and control systems in place.

2.5.

The Executive Board is accountable to the Supervisory Board for, and shall report to the Supervisory Board regarding, the Executive Board's performance of its duties. When doing so, the Executive Board shall act as a body and by means of dialogue with the Supervisory Board as a body, not by means of contact between individuals. The Supervisory Board shall nevertheless conduct performance interviews with the members of the Executive Board individually.

3. Meetings and decision-making

3.1.

If there is more than one Executive Board member in post, the Executive Board shall meet at least once a month and whenever any one Executive Board member requests a meeting.

3.2.

Meetings shall ordinarily be held at the Foundation's offices, but may also be held elsewhere. Meetings may also be held by telephone or by means of video-conferencing, providing that all participating Executive Board members are able to communicate effectively in real time.

3.3.

The Executive Board shall arrive at its decisions in accordance with Article 14(1) and Article 23 of the Constitution. However, the Executive Board shall endeavour to secure the consensus of its members and thus to arrive at decisions that enjoy its members' unanimous support. If the Executive Board is unable to arrive at a unanimous decision regarding a given matter, the matter in question shall be drawn to the attention of the Chair of the Supervisory Board. The Executive Board shall ensure that its decision-making permits subsequent review by the Supervisory Board. Each decision taken, the advice obtained to support decision-making and, where relevant, the approval obtained from the Supervisory Board shall accordingly be recorded and traceable.

3.4.

If voting on a given matter is tied, a fresh vote shall be taken at the next meeting. If voting is again tied, the Chair of the Supervisory Board shall be informed. The Supervisory Board shall then consider the matter and issue binding advice to the Executive Board regarding the course of action to be taken. In such circumstances, the Executive Board shall commit itself to pursuing the course of action advised by the Supervisory Board.

3.5.

Meetings of the Executive Board shall be minuted in writing, and the minutes shall be retained by the Foundation.

4. Conflicts of interest

4.1.

All substantive or apparent conflicts of interest between individual Executive Board members and the Foundation shall be avoided.

4.2.

Any Executive Board member who has a direct or indirect personal interest that conflicts with the interests of the Foundation or an associated enterprise ('Conflict of Interests') shall immediately inform the other Executive Board members and the Chair of the Supervisory Board in accordance with Article 17(1) of the Constitution.

4.3.

Circumstances under which a Conflict of Interests is deemed to exist shall include any situation where it is proposed that the Foundation enters into a transaction with a company or legal entity, other than one of the Foundation's group companies, if: a) an Executive Board member has a personal material financial interest in the company or entity in question; b) an Executive Board member or a Supervisory Board member has a family relationship with a director of the company or entity in question; and/or c) an Executive Board member performs a managerial, supervisory or advisory role for the company or entity in question.

4.4.

An Executive Board member shall not participate in the discussion of and decision-making regarding any matter or transaction in which he or she has a conflicting interest, nor shall he or she perform any legal transaction connected with such a matter on the Foundation's behalf.

4.5.

No Executive Board member shall accept a supervisory directorship or other outside role without first informing and obtaining the approval of the Supervisory Board.

5. Approval of Executive Board decisions

5.1.

The Executive Board shall require the prior approval of the Supervisory Board for a decision regarding any of the following kinds of legal transaction: a) adoption of the annual budget, Annual Financial Statement and Annual Management Report; b) adoption or substantial revision of general terms and conditions governing the registration of .nl domain names; c) adoption or revision of policy plans for any year or longer period; d) expenditure not included in the annual budget, insofar as such expenditure exceeds an annual limit set by the Supervisory Board; e) formation, termination or substantial change to a long-term direct or mediated partnership with another enterprise or organisation; f) petition for judicial protection from creditors or a judicial declaration of insolvency, or proposal of a private agreement as referred to in Section 370 of the Insolvency Act, or application for the appointment of a restructuring consultant as referred to in Section 371 of the Insolvency Act; g) granting written, indefinite representative authority; h) formation or acquisition of a direct or mediated interest in another legal entity or company, or significant change to or disposal of any such holding; i) transfer or cessation for any significant period of an undertaken enterprise or part of such an enterprise; j) acquisition, disposal or encumbrance of registered property, or acquisition, grant or cessation of the use of such property, under any title; k) closure of any credit agreement, insofar as the credit involved is not included in the annual budget and exceeds a sum defined annually by the Supervisory Board; l) lending or borrowing of money, insofar as the amounts involved are not included in the annual budget and exceed a sum defined annually by the Supervisory Board, except where loans between group enterprises are concerned; m) providing collateral, including entering into any contract under which SIDN stands surety or assumes joint and several liability for a debt, answers for a third party or assumes the role of guarantor of a third party's debt; n) entering into a settlement agreement, insofar as the amount of the settlement is not included in the annual budget and exceeds a sum defined annually by the Supervisory Board, or entering into a settlement agreement regarding claims or receivables sought from or on behalf of SIDN, insofar as the amounts involved are not included in the annual budget and exceed a sum defined annually by the Supervisory Board; o) initiation of legal proceedings, including arbitration proceedings but excluding debt collection proceedings and protective or inherently urgent legal measures; p) definition or amendment of these Standing Orders; q) exercise of voting rights attached to shares in the capital of an SIDN subsidiary, an SIDN group enterprise or a participating interest of SIDN, insofar as the vote involves approval of a decision of any kind referred to in Article 5.1.a to 5.1.p, or a decision regarding any of the following matters:

  • constitutional amendment, change of legal status, legal separation, legal merger or dissolution;

  • commissioning a petition for a judicial declaration of insolvency, as referred to in Article 2:246 of the Dutch Civil Code;

  • issue of shares or reduction in the issued capital;

  • appointment, suspension or dismissal of an Executive Board member; or

  • agreement of a contract of employment with or commissioning of (i) an Executive Board member or (ii) a senior manager with a level-C job title (including but not limited to the CEO, COO, CFO and CTO) involving provisions regarding remuneration and other terms and conditions of employment.

5.2.

If the Supervisory Board withholds approval for a legal transaction, as provided for in Article 5.1, the Executive Board and its members shall retain undiminished authority to represent the company.

6. Confidentiality

6.1.

Each Executive Board member shall exercise due discretion with regard to all information and documentation that comes into his or her possession in the context of his or her Executive Board membership, and shall respect the status of all confidential information.

6.2.

No member or former member of the Executive Board shall publish, make available to a third party or otherwise disclose outside the confines of the Supervisory Board or Executive Board any item of confidential information, unless and insofar as: a) disclosure is required by applicable law or by a competent government body and, insofar as reasonably possible, the timing and the substance of the disclosure has been discussed beforehand with the Supervisory Board; or b) disclosure is made to professional consultants bound by a duty of confidentiality and is necessary for a lawful purpose; or c) the information disclosed is already in the public domain.

7. Status of these Standing Orders

7.1.

The Executive Board members undertake to act in accordance with these Standing Orders.

7.2.

Any decision of the Executive Board that is incompatible with these Standing Orders shall be voidable.

7.3.

These Standing Orders may be amended only by the Executive Board and only after approval by the Supervisory Board, as provided for in Article 5.1.